1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to ----------- ------------ Commission File Number: 0-18415 ------------------------------------- IBT Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Michigan 38-2830092 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 200 East Broadway Mt. Pleasant, MI 48858 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (517) 772-9471 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock $6 par value, 790,383 as of October 31, 1997 ---------------------------------------------------------- 2 IBT BANCORP, INC. Index to Form 10-Q Part I Financial Information Page Number Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II Other Information Item 6 Exhibits and Reports on Form 8-K 19 2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS IBT BANCORP, INC. CONSOLIDATED BALANCE SHEET (dollars in thousands) September 30 December 31 1997 1996 ---- ---- (Unaudited) ASSETS Cash and demand deposits due from banks ................................. $ 10,423 $ 11,945 Federal funds sold ...................................................... 8,400 3,175 -------- -------- TOTAL CASH AND CASH EQUIVALENTS 18,823 15,120 Investment securities: Securities available for sale (amortized cost of $47,732 in 1997 and $50,300 in 1996) ............................... 48,052 50,484 Securities held to maturity (Fair value -- $7,507 in 1997 and $9,509 in 1996) ................................. 7,446 9,495 -------- -------- TOTAL INVESTMENT SECURITIES 55,498 59,979 Loans: Commercial and agricultural .......................................... 39,303 40,068 Real estate mortgage ................................................. 141,259 137,998 Installment .......................................................... 37,367 37,388 -------- -------- TOTAL LOANS 217,929 215,454 Less allowance for loan losses .......................................... 2,965 2,620 -------- -------- NET LOANS 214,964 212,834 Other assets ............................................................ 11,189 10,809 -------- -------- TOTAL ASSETS $300,474 $298,742 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest bearing .................................................. $ 38,822 $ 41,923 NOW accounts ......................................................... 35,692 39,886 Certificates of deposit and other savings ............................ 177,583 171,836 Certificates of deposit over $100,000 ................................ 14,787 14,004 -------- -------- TOTAL DEPOSITS 266,884 267,649 Accrued interest and other liabilities .................................. 3,089 3,093 -------- -------- TOTAL LIABILITIES 269,973 270,742 Shareholders' Equity: Common stock -- $6 par value ......................................... 4,742 4,701 4,000,000 shares authorized; outstanding-- 790,321 in 1997 (783,457 in 1996) Capital surplus ...................................................... 13,574 13,262 Retained earnings .................................................... 11,974 9,916 Unrealized gain on securities available for sale - net of taxes of $109 in 1997 and $62 in 1996 ............................................................... 211 121 -------- -------- TOTAL SHAREHOLDERS' EQUITY 30,501 28,000 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................................ $300,474 $298,742 ======== ======== See notes to consolidated financial statements 3 4 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (dollars in thousands) Nine Month Period Ended September 30, 1996 ------------------------------------------------------------------------------- Unrealized Net Gain (Loss) on Number of Securities Total Shares Common Capital Retained Available Shareholders' Outstanding Stock Surplus Earnings For Sale Equity ----------- ------ ------- -------- ---------- ----------- BALANCE AT JANUARY 1, 1996 703,248 $ 4,220 $ 10,220 $ 10,856 $ 509 $25,805 Net income 2,512 2,512 Cash dividends paid - $0.72 (565) (565) 10% stock dividend 70,243 421 2,669 (3,090) Issuance of common stock 7,582 45 279 324 Change in unrealized loss on securities available for sale, net of tax benefit of $275,000 (534) (534) ------- --------- -------- -------- ------- ------- BALANCE AT SEPTEMBER 30, 1996 781,073 $ 4,686 $ 13,168 $ 9,713 $ (25) $27,542 ======= ========= ======== ======== ======= ======= Nine Month Period Ended September 30, 1997 -------------------------------------------------------------------------------- Unrealized Net Gain on Number of Securities Total Shares Common Capital Retained Available Shareholders' Outstanding Stock Surplus Earnings For Sale Equity ----------- ------ ------- -------- ----------- ------------ BALANCE AT JANUARY 1, 1997 783,457 $4,701 $13,262 $ 9,916 $ 121 $ 28,000 Net income 2,648 2,648 Cash dividends paid - $0.75 (590) (590) Issuance of common stock 6,864 41 312 353 Change in unrealized gain on securities available for sale, net of $65 tax benefit 90 90 ------- -------- -------- -------- ------- -------- BALANCE AT SEPTEMBER 30, 1997 790,321 $ 4,742 $ 13,574 $ 11,974 $ 211 $ 30,501 ======= ======== ======== ======== ======= ======== See notes to consolidated financial statements. 4 5 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (dollars in thousands, except per share data) Three Months Ended Nine Months Ended September 30 September 30 ------------------ ----------------- 1997 1996 1997 1996 ------------------ ----------------- INTEREST INCOME Loans.............................................................. $4,744 $ 4,522 $ 13,994 $13,001 Investment securities: Taxable ......................................................... 662 683 2,061 2,203 Nontaxable ...................................................... 166 176 496 608 ------ ------- -------- ------- TOTAL INTEREST ON INVESTMENT SECURITIES 828 859 2,557 2,811 Federal funds sold ................................................ 122 117 304 292 ------ ------- -------- ------- TOTAL INTEREST INCOME 5,694 5,498 16,855 16,104 INTEREST EXPENSE ON DEPOSITS ........................................ 2,625 2,506 7,740 7,388 ------ ------- -------- ------- NET INTEREST INCOME 3,069 2,992 9,115 8,716 Provision for loan losses ........................................... 134 128 386 368 ------ ------- -------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,935 2,864 8,729 8,348 NONINTEREST INCOME Trust fees ........................................................ 87 78 261 231 Service charges on deposit accounts ............................... 72 70 214 215 Other service charges and fees .................................... 233 282 665 817 Other.............................................................. 155 126 394 344 Net realized (loss) gain on securities sold ....................... (4) 0 (15) 4 ------ ------- -------- ------- TOTAL NONINTEREST INCOME 543 556 1,519 1,611 NONINTEREST EXPENSES Salaries, wages and employee benefits ............................. 1,208 1,147 3,596 3,437 Occupancy.......................................................... 162 185 477 509 Furniture and equipment............................................ 242 288 703 819 Other ............................................................. 585 612 1,750 1,729 ------ ------- -------- ------- TOTAL NONINTEREST EXPENSE 2,197 2,232 6,526 6,494 INCOME BEFORE FEDERAL INCOME TAXES ........................ 1,281 1,188 3,722 3,465 Federal income taxes ................................................ 371 335 1,074 953 ------ ------- -------- ------- NET INCOME $ 910 $ 853 $ 2,648 $ 2,512 ====== ======= ======== ======= Net income per share ................................................ $ 1.16 $ 1.10 $ 3.37 $ 3.24 ====== ======= ======== ======= Cash dividends per share ............................................ $ 0.25 $ 0.24 $ 0.75 $ 0.72 ====== ======= ======== ======= See notes to consolidated financial statements. 5 6 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) Nine Months Ended September 30 1997 1996 ---- ---- OPERATING ACTIVITIES Interest and fees collected on loans and investments........................................................... $ 16,853 $ 16,134 Other fees and income received.............................................. 1,503 1,613 Interest paid............................................................... (7,689) (7,291) Cash paid to suppliers and employees........................................ (6,244) (5,259) Income taxes paid........................................................... (1,167) (1,141) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,256 4,056 INVESTING ACTIVITIES Proceeds from maturities and sales of securities available for sale............................................. 14,499 20,563 Proceeds from maturities of securities held to maturity............................................... 2,297 2,866 Purchase of securities available for sale................................... (11,607) (13,314) Purchase of securities held to maturity..................................... (702) (4,136) Net increase in loans....................................................... (2,517) (21,158) Purchases of equipment and premises......................................... (521) (971) -------- -------- NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES 1,449 (16,150) FINANCING ACTIVITIES Net (decrease) increase in non-interest bearing deposits.................... (3,101) 1,069 Net increase in interest bearing deposits................................... 2,336 12,995 Cash dividends.............................................................. (590) (564) Proceeds from issuance of common stock...................................... 353 323 -------- -------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (1,002) 13,823 -------- -------- INCREASE IN CASH AND CASH EQUIVALENTS 3,703 1,729 Cash and cash equivalents at beginning of period 15,120 21,699 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18,823 $ 23,428 ======== ======== See notes to consolidated financial statements 6 7 IBT BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's annual report for the year ended December 31, 1996. NOTE 2 COMPUTATION OF EARNINGS PER SHARE The net income per share amounts are based on the weighted average number of common shares outstanding. The weighted average number of common shares outstanding were 786,210 and 776,390 for the nine month periods ending September 30, 1997 and 1996, respectively. In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. It also replaces the presentation of primary EPS with a presentation of basic EPS. Since the Corporation has a simple capital structure, implementation of SFAS No. 128 is not expected to have an impact on the Corporation's reporting of EPS. SFAS No. 128 is required to be implemented for periods ending after December 15, 1997. 7 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of the major factors that influenced IBT Bancorp's financial performance. This analysis should be read in conjunction with the Corporation's 1996 annual report and with the unaudited financial statements and notes thereto, as set forth on pages 3 through 7 of this report. NINE MONTHS ENDING SEPTEMBER 30, 1997 AND 1996 RESULTS OF OPERATIONS Net income equaled $2.65 million for the nine month period ended September 30, 1997, compared to $2.51 million for the same period in 1996, a 5.4% increase. The increase in net income was due primarily to higher net interest income. Return on average assets, which measures the ability of the Corporation to profitably and efficiently employ its resources, equaled 1.18% for the first nine months of 1997 and 1.17% in 1996. Return on average equity, which indicates how effectively the Corporation is able to generate earnings on shareholder invested capital, equaled 12.11% through September 30, 1997 versus 12.61% through September 30, 1996. SUMMARY OF SELECTED FINANCIAL DATA (Dollars in thousands except per share data) Year to Date September 30 ------------------ 1997 1996 ------------------ INCOME STATEMENT DATA: Net interest income ..................... $9,115 $8,716 Provision for loan losses ............... 386 368 Net income .............................. 2,648 2,512 PER SHARE DATA: Net income per common share ............. $ 3.37 $ 3.24 Cash dividend per common share .......... 0.75 0.72 RATIOS: Average primary capital to average assets 10.57% 10.07 Net income to average assets ............ 1.18 1.17 Net income to average equity ............ 12.11 12.61 NET INTEREST INCOME Net interest income equals interest income less interest expense and is the primary source of income for IBT Bancorp. In accordance with SFAS No. 91, "Accounting for Loan Fees," interest income includes amortization of net deferred loan fees of $444,000 in 1997 versus $472,000 in 1996. For analytical purposes, net interest income is adjusted to a "taxable equivalent" basis by adding the income tax savings from interest on tax-exempt loans and securities, thus making year-to-year comparisons more meaningful. (continued on page 12) 8 9 TABLE 1 IBT BANCORP, INC. AVERAGE BALANCES; INTEREST RATE AND NET INTEREST INCOME (Dollars in Thousands) The following schedules present the daily average amount outstanding for each major category of interest earning assets, nonearning assets, interest bearing liabilities, and noninterest bearing liabilities. This schedule also presents an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a fully taxable equivalent (FTE) basis using a 34% tax rate. Nonaccruing loans, for the purpose of the following computations, are included in the average loan amounts outstanding. Nine Months Ending September 30, 1997 September 30, 1996 Tax Average Tax Average Average Equivalent Yield/ Average Equivalent Yield/ Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- INTEREST EARNING ASSETS: Loans $ 215,906 $ 14,064 8.69% $ 195,410 $13,076 8.92% Taxable investment securities 42,297 1,988 6.27 47,310 2,188 6.17 Nontaxable investment securities 13,975 752 7.17 15,798 921 7.77 Federal funds sold 7,613 303 5.31 7,438 293 5.25 Other 1,433 73 6.79 344 15 5.81 --------- -------- ------ --------- ------- ------ Total Earning Assets 281,224 17,180 8.15 266,300 16,493 8.26 NONEARNING ASSETS: Allowance for loan losses (2,827) (2,444) Cash and due from banks 10,251 10,876 Premises and equipment 5,712 5,433 Accrued income and other assets 5,586 5,504 --------- --------- Total Assets 299,946 $ 285,669 ========= ========= INTEREST BEARING LIABILITIES: Interest bearing demand deposits 39,376 788 2.67 $ 39,711 813 2.73 Savings deposits 70,237 1,698 3.22 68,363 1,610 3.14 Time deposits 120,299 5,254 5.82 113,027 4,965 5.86 --------- -------- ------ --------- ------- ------ Total Interest Bearing Liabilities 229,912 7,740 4.49 221,101 7,388 4.46 NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY: Demand deposits 37,656 34,888 Other 3,211 3,121 Shareholders' equity 29,167 26,559 --------- --------- Total Liabilities and Equity $ 299,946 $ 285,669 ========= ========= Net interest income (FTE) $ 9,440 $ 9,105 ======== ======= Net yield on interest earning assets (FTE) 4.48% 4.56% ====== ====== 9 10 TABLE 2 IBT BANCORP, INC. VOLUME AND RATE VARIANCE ANALYSIS (Dollars in Thousands) The following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. For the purpose of this table, changes in interest due to volume and rate were determined as follows: Volume Variance - change in volume multiplied by the previous year's rate. Rate Variance - change in the fully taxable equivalent (FTE) rate multiplied by the prior year's volume. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Nine Month Period Ended September 30, 1997 Compared to September 30, 1996 Increase (Decrease) Due to ----------------------------------------------------------- Volume Rate Net ------ ---- --- CHANGES IN INTEREST INCOME: Loans $ 1,342 $ (354) $ 988 Taxable investment securities (235) 35 (200) Nontaxable investment securities (101) (68) (169) Federal funds sold 7 3 10 Other investments 55 3 58 ------- ------ ------ Total changes in interest income 1,068 (381) 687 Total changes in interest expense 348 4 352 ------- ------ ------ Net Change in Interest Margin (FTE) $ 720 (385) $ 335 ======= ====== ====== 10 11 TABLE 3 IBT BANCORP, INC. SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in Thousands) Year to Date September 30 ------------------------------- 1997 1996 ------- ------- Summary of changes in allowance for loan losses: Allowance for loan losses - January 1 $ 2,621 $ 2,248 Loans charged off (266) (208) Recoveries of previously charged off loans 224 226 -------- --------- Net loans (charged off) recovered (42) 18 Provision charged to operations 386 368 -------- --------- Allowance for loan losses - Sepember 30 $ 2,965 $ 2,634 ======== ========= Allowance for loan losses as a % of loans 1.36% 1.27% ======== ========= NONPERFORMING LOANS (Dollars in thousands) September 30 1997 1996 -------- -------- Total amount of loans outstanding for the period (net of unearned interest) $217,929 $207,172 ======== ======== Nonaccrual loans $ 332 $ 35 Accruing loans past due 90 days or more 649 532 Restructured loans 105 0 -------- -------- Total $ 1,086 $ 567 ======== ======== Loans classified as nonperforming as a % of outstanding loans 0.50% 0.27% ======== ======== Loans classified as substandard to Allowance for loan losses - September 30 36.63% 21.53% ======== ======== To management's knowledge, there are no other loans which cause management to have serious doubts as to the ability of a borrower to comply with their loan repayment terms. 11 12 NET INTEREST INCOME (CONTINUED) As shown in Tables number 1 and 2, when comparing the nine month period ending September 30, 1997 to the same period in 1996, fully taxable equivalent (FTE) net interest income increased $335,000 or 3.7%. An increase of 5.6% in average interest earning assets provided $1,068,000 of FTE interest income. The majority of this increase was funded by a 4.0% increase in interest bearing deposits, resulting in $348,000 of additional interest expense. Overall, changes in volume resulted in $720,000 of additional FTE interest income. The average FTE interest rate earned on assets decreased by 0.11%, decreasing FTE interest income by $381,000 and the average rate paid on deposits increased by 0.03%, increasing interest expense by $4,000. The increased interest rates earned and paid reduced FTE net interest income by $335,000. The Corporation's FTE net interest yield as a percentage of average earning assets during the first nine months of 1997 decreased 0.08% to 4.48%. The decrease was primarily a result of three factors: the Corporation's increasing reliance on higher cost deposits such as certificates of deposit and money market accounts to fund asset growth; an increase in the percentage of earning assets invested in lower yielding mortgage loans; and lower rates earned on other loan types due to competition. In addition to changes in asset and liability mix, changes in rates have an impact on the Corporation's interest income. Management expects short term interest rates to remain steady during the remainder of 1997. Based on this expectation, the Corporation's assets and liability repricing characteristics and its increased use of higher cost deposits to fund asset growth, management projects that the Corporation's FTE net interest margin as a percentage of average assets will decrease slightly through the remainder of 1997. Due to the many factors that can affect net interest income, interest income earned cannot be predicted with any certainty. PROVISION FOR LOAN LOSSES The viability of any financial institution is ultimately determined by its management of credit risk. Net loans outstanding represent 72% of the Corporation's total assets and is the Corporation's single largest concentration of risk. The allowance for loan losses is management's estimation of potential future losses inherent in the existing loan portfolio. Factors used to evaluate the loan portfolio, and thus to determine the current charge to expense, include recent loan loss history, financial condition of borrowers, amount of nonperforming loans, overall economic conditions, and other factors. Comparing the year to date period of September 30, 1997 to the same period in 1996, average loans outstanding increased 10.5%. The provision for loan losses was increased 4.9% to $386,000. The increase in the provision was due to the increase in net outstanding loans. During the first nine months of 1997, net loans charged off equaled $42,000 or 0.02% of average loans, compared to net recoveries of $18,000 in 1996. Loans classified as nonperforming were 0.50% of loans as of September 30, 1997 versus 0.27% for 1996. As of September 30, 1997, the allowance for loan losses as a percentage of loans equaled 1.36%. In management's opinion, the allowance for loan losses is adequate as of September 30, 1997. 12 13 NONINTEREST INCOME Noninterest income consists of trust fees, deposit service charges, fees for other financial services, and gains and losses from the sale of securities available for sale. The income earned from these sources decreased $92,000 for the nine month period ending September 30, 1997, compared to the same period in 1996. Significant changes were a $216,000 decrease in ATM fees, a $31,000 increase in brokerage commissions, a $30,000 decrease in trust fees, a $29,000 increase in overdraft fees, a $22,000 increase in gains on the sale of residential real estate mortgages, and a $19,000 decrease in the gains and losses on the sale of securities available for sale. The Corporation has established a policy that all 15 and 30 year amortized fixed rate mortgage loans will be sold. These loans are accounted for according to SFAS 125, and are sold without recourse. The Corporation retains the servicing of these loans. The calculation of gains on the sale of mortgages exclude at least 25 basis points for the servicing of these loans. Included in other operating income is a $104,000 gain from the sale of $12.1 million in mortgages during the first nine months of 1997 versus a $70,000 gain from the sale of $9.7 million in 1996. NONINTEREST EXPENSE Noninterest expense increased $32,000 or 0.5% during the first nine months of 1997 when compared to 1996. The largest component of noninterest expense is salaries and employee benefits, which increased $159,000 or 4.6%. The majority of this increase is related to an increase in staff and normal merit and promotional salary increases. Occupancy and furniture and equipment expenses decreased $148,000. The decrease in these expenses is associated with automatic teller machine operating costs, computer operations, and building and equipment depreciation. Other noninterest expenses increased $21,000. The most significant changes were increases in postage, FDIC insurance premiums, other losses, and loan documentation expenses. QUARTER ENDED SEPTEMBER 30, 1997 AND 1996 RESULTS OF OPERATIONS Net income equaled $910,000 for the third quarter in 1997 compared to $853,000 for the same period in 1996, a 6.7% increase. The increase in net income was due primarily to higher net interest income. Return on average assets equaled 1.21% for the third quarter in 1997 compared to 1.17% for the same period in 1996. Return on average equity equaled 12.13% for the third quarter in 1997, versus 12.48% for the third quarter in 1996. 13 14 SUMMARY OF SELECTED FINANCIAL DATA (Dollars in thousands except per share data) Quarter Ended September 30 ------------------------------ 1997 1996 ------------------------------ INCOME STATEMENT DATA: Net interest income $ 3,069 $ 2,992 Provision for loan losses 134 128 Net income 910 853 PER SHARE DATA: Net income per common share $ 1.16 $ 1.10 Cash dividend per common share 0.25 0.24 RATIOS: Net income to average assets 1.21% 1.17% Net income to average equity 12.13 12.48 NET INTEREST INCOME When comparing net interest income for the third quarter of 1997 to the same period in 1996, a 3.9% increase in average interest-earning assets provided $248,000 of additional FTE interest income. The average rate of interest-earning assets decreased 0.04%, resulting in a $60,000 decrease in FTE interest income. The changes in average balances and rates of earning assets provided an additional $188,000 of FTE interest income. The growth of earning assets was funded primarily by growth in interest-bearing deposits, which increased by 2.5% in 1997. The average cost of these deposits decreased by 0.10%. The changes in the average balances and rate paid on interest-bearing deposits resulted in $119,000 of additional interest expense. Overall, the changes in interest rate earned and paid and average balances resulted in additional net interest income of $69,000 in the third quarter of 1997 when compared to the same period in 1996. PROVISION FOR LOAN LOSSES Comparing the quarter ended September 30, 1997 and 1996, average total loans outstanding increased 6.4%. The allowance for loan losses as a percentage of total outstanding loans was 1.36% as of September 30, 1997 and 1.27% in 1996. During the third quarter of 1997, the Corporation had net charge offs of $53,000. The amount provided for loan losses in the third quarter of 1997 was $134,000 versus $128,000 in 1996. The increase in the provision was due to the increase in outstanding loans. NONINTEREST INCOME Noninterest income earned in the third quarter of 1997 compared to the same period in 1996, decreased $13,000. The most significant changes were an $81,000 decrease in ATM fees, a $21,000 increase in gains on the sale of mortgage loans, a $16,000 increase in overdraft fees, a $9,000 increase in trust fees, and a $9,000 increase on income earned from the sale of credit life insurance. 14 15 TABLE 4 IBT BANCORP, INC. AVERAGE BALANCES; INTEREST RATE AND NET INTEREST INCOME (Dollars in Thousands) The following schedules present the daily average amount outstanding for each major category of interest earning assets, nonearning assets, interest bearing liabilities, and noninterest bearing liabilities. This schedule also presents an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a fully taxable equivalent (FTE) basis using a 34% tax rate. Nonaccruing loans, for the purpose of the following computations, are included in the average loan amounts outstanding. Quarter Ending September 30, 1997 September 30, 1996 Tax Average Tax Average Average Equivalent Yield/ Average Equivalent Yield/ Balance Interest Rate Balance Interest Rate ------- -------- ----- -------- ---------- ------- INTEREST EARNING ASSETS: Loans $ 216,967 $ 4,766 8.79% $ 203,887 $ 4,547 8.92% Taxable investment securities 40,376 638 6.32 43,786 678 6.19 Nontaxable investment securities 13,874 252 7.27 14,085 266 7.55 Federal funds sold 8,844 121 5.47 8,911 117 5.25 Other 1,466 24 6.55 361 5 5.54 --------- -------- ---- -------- ------- ---- Total Earning Assets 281,527 5,801 8.24 271,030 5,613 8.28 NONEARNING ASSETS: Allowance for loan losses (2,912) (2,552) Cash and due from banks 10,510 11,785 Premises and equipment 5,669 5,578 Accrued income and other assets 5,732 5,207 --------- -------- Total Assets $ 300,526 $291,048 ========= ======== INTEREST BEARING LIABILITIES: Interest bearing demand deposits $ 38,112 254 2.67 $ 38,310 258 2.69 Savings deposits 68,415 554 3.24 68,641 545 3.18 Time deposits 122,390 1,817 5.94 116,479 1,703 5.85 --------- -------- ---- -------- ------- ---- Total Interest Bearing Liabilities 228,917 2,625 4.59 223,430 2,506 4.49 NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS EQUITY: Demand deposits 38,500 37,114 Other 3,097 3,173 Shareholders' equity 30,012 27,331 --------- -------- Total Liabilities and Equity $ 300,526 $291,048 ========= ======== Net interest income (FTE) $ 3,176 $ 3,107 ======== ======= Net yield on interest earning assets (FTE) 4.51% 4.59% ==== ==== 15 16 TABLE 5 IBT BANCORP, INC. VOLUME AND RATE VARIANCE ANALYSIS (Dollars in Thousands) The following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. For the purpose of this table, changes in interest due to volume and rate were determined as follows: Volume Variance - change in volume multiplied by the previous year's rate. Rate Variance - change in the fully taxable equivalent (FTE) rate multiplied by the prior year's volume. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Quarter Ended September 30, 1997 Compared to September 30, 1996 Increase (Decrease) Due to ---------------------------------- Volume Rate Net CHANGES IN INTEREST INCOME: Loans $288 $(69) $219 Taxable investment securities (54) 14 (40) Nontaxable investment securities (3) (11) (14) Federal funds sold (1) 5 4 Other Investments 18 1 19 ---- ---- ---- Total changes in interest income 248 (60) 188 Total changes in interest expense 84 35 119 ---- ---- ---- Net Change in Interest Margin (FTE) $164 $ 95 $ 69 ==== ==== ==== 16 17 NONINTEREST EXPENSE Noninterest expense decreased $35,000 for the third quarter of 1997 when compared to the same period in 1996. Noninterest expense includes salary and , occupancy, and other operating expenses. Salaries and employee benefits increased $61,000 due to normal merit and promotional salary increases. Occupancy and equipment expense decreased $69,000. The majority of this decrease is related to the operating expenses associated with automatic teller machines. Other operating expenses decreased $27,000. The most significant changes were decreases in printing and office supplies, correspondent bank charges, audit fees, consultant fees, and an increase in FDIC deposit insurance premiums and legal fees. ANALYSIS OF CHANGES IN FINANCIAL CONDITION Since December 31, 1996, total assets increased $1.7 million to $300.5 million. During this period the loan porftolio increased $2.5 million, fed funds sold increased $5.2 million, and investment securities decreased $4.5 million. Changes in funding sources include a $3.1 decrease in noninterest bearing deposits, an increase in interest bearing deposits of $23 million and a $2.5 million increase in shareholders' equity. LIQUIDITY Liquidity management is designed to have adequate resources available to meet depositor and borrower discretionary demands for funds. Liquidity is also required to fund expanding operations, investment opportunities, and the payment of cash dividends. The primary sources of the Corporation's liquidity are cash, cash equivalents, and investment securities available for sale. As of September 30, 1997, cash and cash equivalents as a percentage of total assets equaled 6.3%, versus 5.1% as of December 31, 1996. During the first nine months of 1997, $3.3 million in net cash was provided from operations, and $1.4 million was provided by financing activities. Financing activities used $1.0 million. The accumulated effect of the Corporation's operating, investing, and financing activities was a $3.7 million increase in cash and cash equivalents during the first nine months of 1997. In addition to cash and cash equivalents, investment securities available for sale are another source of liquidity. Securities available for sale equaled $48.1 million as of September 30, 1997 and $50.5 million as of December 31, 1996. The Corporation's liquidity is considered adequate by the management of the Corporation. CAPITAL The capital of the Corporation consists solely of common stock, surplus, retained earnings, and unrealized gains or (losses) on securities available for sale; and increased approximately $2.5 million since December 31, 1996. As of September 30, 1997, the Corporation's capital included $211,000 of unrealized gain on securities available for sale. 17 18 CAPITAL (CONTINUED) There are significant capital regulatory constraints placed on the Corporation's capital. The Federal Reserve Board's current recommended minimum tier 1 and tier 2 capital to average assets requirement is 6.0%. The Corporation's tier 1 and tier 2 capital to average assets, which consists of shareholders' equity plus the allowance for loan losses, was 11.0% at September 30, 1997. The Federal Reserve Board has established a minimum risk based capital standard. Under this standard, a framework has been established that assigns risk weights to each category of on- and off-balance sheet items to arrive at risk adjusted total assets. Regulatory capital is divided by the risk adjusted assets with the resulting ratio compared to the minimum standard to determine whether a bank has adequate capital. The minimum standard is 8%, of which at least 4% must consist of equity capital net of goodwill. The following table sets forth the percentages required under the Risk Based Capital guidelines and the Corporation's ratios as of September 30, 1997: PERCENTAGE OF CAPITAL TO RISK ADJUSTED ASSETS: IBT Bancorp Actual Required 09/30/97 ------------ ------------ Equity Capital 4.00 15.79 Secondary Capital* 4.00 1.25 Total Capital 8.00 17.04 * IBT Bancorp's secondary capital consists solely of the allowance for loan losses. The percentage for the secondary capital under the required column is the maximum allowed from all sources. 18 19 PART II - OTHER INFORMATION Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27 - Financial Data Schedule (b) No reports on Form 8-K were filed or required to be filed during the quarter ended September 30, 1997. 19 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IBT Bancorp, Inc. -------------------------------------------- Date: November 7, 1997 /s/ David W. Hole -------------------- -------------------------------------------- David W. Hole, President/CEO /s/ Dennis P. Angner -------------------------------------------- Dennis P. Angner, Treasurer (Principal Financial and Accounting Officer) 20 21 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 27 FINANCIAL DATA SCHEDULE